Three's a Crowd at the Top
by SiFi270
Summary: Before Nightmare Moon's defeat, Princess Celestia spent one thousand years ruling Equestria by herself. But what if she wasn't alone?
1. Prologue

A/N: I thought of this last night and I just had to write it. No, I don't care that I already have nine other fics in progress.

* * *

"Well, Miss Sparkle?"

This was the most important moment of Twilight Sparkle's life.

Her parents had decided to enroll her in Princess Celestia's School for Gifted Unicorns, and whether or not she was allowed in depended on the entrance exam she was currently taking. She was tasked with hatching a dragon egg, but so far she hadn't been very successful.

One of the examiners coughed.

Twilight groaned.

Another examiner yawned.

"We don't have all day." One of them said.

Twilight made one final effort before lowering her head in shame. "I'm sorry I wasted your time..."

Just then, a powerful explosion of color occurred outside the window, which had a very unexpected effect on Twilight Sparkle.

Not only did she hatch the egg, but she also managed somehow to raise the examiners into the air, turned her parents into plants, and turned the dragon she had just hatched into a fully grown dragon.

"Twilight Sparkle."

With those two words, everything in the room was reverted back to normal as suddenly as it had changed.

"Oh, I'm so sorry... I didn't mean..." Twilight stopped as soon as her eyes met with those of Princess Celestia.

"You have a very special gift." The princess said. "I don't think I've ever come across a unicorn with your raw abilities. But you need to learn to tame these abilities through focused study."

"Tame them?" A voice called from across the hallway. "Oh, where's the fun in that? With abilities like those, she'd be a perfect student at _my_ school!"

Twilight's stomach tightened as she recognized the voice. She let out a small gasp as Prince Discord teleported into the room, and she quickly found herself kneeling before him, not out of respect but out of fear.

"Do you really need _another_ student, dear?" Celestia rolled her eyes. "You're already teaching our descendants, _and_ this filly's brother, _and_ you've talked more of my sister's students into jumping ship than even _I_ can remember!"

Discord waved his hand dismissively. "Oh, it's not like she ever complained..." He opened a small portal, on the other side of which was the princess in question. "Isn't that right, Luna?"

Luna grunted with frustration as her horn glowed brightly. "If you don't mind, I'm in the middle of something right now!"

Discord closed the portal. "You see? So how about it, honey?" He stroked Celestia's chin suggestively. "It's not like _you_ need any more namby-pamby goody-two-shoes students. Especially ones with as much chaotic potential as her!"

"Well..." Celestia smirked. "When you think about it, it's not really my decision." She turned her head in Twilight's direction. "Twilight Sparkle, who do you want to study under?" She hastily turned towards Discord. "_No_ _mind__-__control_!"

Twilight alternated glances between the two of them and opened her mouth, but quickly found herself unable to answer verbally. So instead, she decided to walk over to Celestia, looking up at her and smiling.

Celestia smirked at Discord, who muttered something under his breath that sounded suspiciously like 'buy some apples'.

* * *

A/N: If I hadn't already written _The_ _End_ _of_ _Boredom_, then this would probably be my Magnum-Opus.


	2. Chapter 1

**Ten** **years** **later****...**

"Spike!" Twilight called. "Spiiiiike! ...Spike?"

The baby dragon answered with a groan.

"There you are!" She smiled. "Listen, I need you to see if you can find anything on Appleville. It was apparently founded ten years ago, and Princess Celestia wants me to meet with the mayor there."

"What for?" He tilted his head.

"She hasn't told me yet." she dismissed. "I was hoping I could figure that out for myself by doing some research. So, you found anything yet?"

"Hold on..." He pulled a book from the shelf that looked considerably younger than the others and handed it to Twilight.

"Appleville..." she read aloud. "Appleville's history begins many decades before its founding, when a family of pilgrims consulted Princess Celestia in search of a permanent home. The Princess suggested a place that would later become Appleville, but Princess Luna advised against it, warning them of the timberwolves that lurked nearby. So instead, they moved to Manehattan, where they've been for generations."

"That's it?" Spike said. "That barely had anything to do with Appleville!"

"Until _one_ _day_..." Twilight continued impatiently. "The youngest of the family, Applejack, saw a rainbow that she claims to have lead her to the land Princess Celestia had recommended long ago. Since then, she's become the founder and mayor of Appleville, which is now home to many. Well!" She slammed the book shut. "Not much of a history, but it _was_ only founded ten years ago. Still, I don't see why Princess Celestia wants me to go there."

"Maybe it has something to do with this year's Summer Sun Celebration?" he suggested. "It's the day after tomorrow, right?"

"Summer sun... Of course!" She smiled brightly. "They must be holding it in Appleville this year! We'd better get ready as quickly as possible!"

* * *

When Twilight boarded the flying chariot to Appleville the next day, she was surprised to find that she and Spike weren't the only ones sent there on royal duty.

The first one to capture her attention was Pinkie Pie, Celestia and Discord's descendant and his second greatest student. Due to the obvious differences in Celestia and Discord's teachings, the two had been friendly rivals for some time, though Pinkie frequently forgot about the 'rivals' part.

The second pony she noticed was her older brother, Shining Armor, who probably would have been the first she noticed if not for Pinkie's ability to stand out in any crowd. Shining was Discord's greatest student, and because of this he and Pinkie Pie had been close friends for some time now.

"Okay, I'll bite." Twilight frowned. "What exactly are you doing here?"

"Well, I had to look out for my little sister!" he insisted. "Call it... a _gut_ _feeling_..."

Her eyes narrowed. "You've been talking to that sandwich again, haven't you?"

Shining nodded meekly. Twilight was the only one he allowed to criticize the eccentric ways that Discord had taught him.

With a sigh, Twilight turned her attention to the last pony waiting in the chariot, and Princess Luna's greatest student, Fluttershy.

Fluttershy was an unusual case. At first, she was a pegasus living in cloudsdale, but one day an accident had caused her to fall off, only for her to be rescued by a flock of bats that took her to Luna's tower in canterlot. Fluttershy soon agreed to become her student, exchanging her wings for a unicorn's horn in the process, and afterwards Luna's teaching changed her from a meek pegasus who barely spoke above a whisper to a cold and confident unicorn who even Pinkie Pie knew not to mess with.

"It's about time you arrived." Fluttershy said. "For some reason, Celestia doesn't want us to leave without you. Now are you going to get on or not?"

Twilight sighed irritably as she climbed aboard, and the two pegasi at the front nodded to one another before departing for Appleville.

* * *

A/N: I first came up with this story when I decided that Shining Armor should talk to a sandwich.

Also, I bet you Pinkie is Celestia and Discord's descendant in canon as well.


	3. Chapter 2

"Welcome to Appleville!"

Twilight bowed her head politely. "Why thank you, Miss May..."

"...Princess Pinkamena Diane Speedy Responsibility Surprise Faust Pie!" Applejack continued.

...Right. Pinkie was royalty. Of course she'd be the center of attention.

"Just 'Pinkie' is fine." she dismissed. "Hey, are those for us?" She pointed towards a table covered in food, most of it containing apples.

"Sure, if ya want 'em." The mayor nodded. "Of course, if ya don't, that's also..." She turned her head to find a very satisfied Pinkie lying on a now empty table.

Twilight tilted her head. "Weren't there plates a minute ago?"

"It's fine." Applejack laughed dismissively. "Ah'm sure it's been a long journey, and ah'm sure y'all are very hungry, and... Wait. She ate _everything_, didn't she?"

Fluttershy sighed loudly and nodded.

"Well... Ah'm sure ah can find something else for the rest a' y'all." She shrugged. "Follow me."

* * *

One satisfying and, for lack of a better word, apple-y meal later, Applejack showed them the town hall, which was currently being decorated for the Summer Sun Celebration.

"All of this looks very impressive..." Twilight complimented. "I can't wait to see it when it's finished."

The mayor nodded. "Until then... Did Princess Celestia give y'all somewhere to stay around here? Ah don't recall any reservations being made..."

Pinkie thought for a moment. "...She didn't! It must've slipped her mind! Maybe Grandpa Discord distracted her again, or maybe she was just too busy with the sun, or... Ooh! Maybe she was..." She stopped as soon as she noticed Fluttershy glaring at her.

"In that case..." Applejack said. "Ah'll find somewhere for y'all ta stay mahself. Wait here a moment, 'kay?"

The others nodded as they watched her disappear into what they presumed was her office. After several attempts by Shining Armor to entertain the others, each of them stopped by his sister, Applejack finally reappeared, her head hung in disappointment.

"Ah was able to find a hotel room..." she said. "...But only for the princess. The rest of y'all'll have ta stay at mah place. And... One of y'all'll have ta share a room with me."

After an uncomfortable silence, Twilight finally spoke up again. "I guess that will be me then, since everyone else is so of something as _unspeakable_ as sharing a room."

"Right." Applejack nodded. "Ah guess ah'd better be showin' y'all around then... Boy, is this a busy day..."

* * *

"This is it?" Fluttershy's eyes narrowed. "We're sleeping in a _barn_?"

"Well, you should feel right at home," Twilight said inaudibly, "having been raised in one..."

"It's not a barn!" Applejack insisted. "Ah built this place with mah own four hooves, and ah'd like to see _you_ do better!"

"Don't mind her." Twilight dismissed. "I'm fine with this place, and I'm sure Spike will be too. Right, Spike?"

"Right..." The dragon smiled nervously. "I'll be able to sleep on two pillows, right? I mean, you are the mayor after all."

Twilight simply glared at him.

* * *

A/N: Fluttershy's bad, but she could be a lot worse... At least she doesn't kick ponies in the ribs for no reason.


	4. Chapter 3

If there was one thing Twilight Sparkle didn't like... Well, one intangible concept she didn't like, it was insomnia.

This wasn't the first time she'd had difficulty sleeping away from home. Well, that wasn't entirely true. It was usually more of a problem with Spike than it was with her, but he seemed perfectly content curled up in the corner.

Eventually, she decided to get up and go for a walk, taking care not to wake the others as she left. As she wandered around the field, she was quick to realize why Luna advised against staying here, mainly because she was unable to shake the feeling that something dangerous was behind her.

"Hey."

Twilight held back a scream and turned around to find a female pegasus pony with a mask covering the top half of her face. Twilight assumed that she had blue hair, but it was difficult to tell in the darkness.

"You're Celestia's number one student, right?" she continued. "There's something I think you should know."

The unicorn tilted her head. "Is it your name, by any chance?"

"Can't tell you that." she dismissed. "But the press calls me 'Hurricane'. Just hear me out here. This place is in danger, and the rest of Equestria only has slightly longer."

"Great." Twilight rolled her eyes. "What is it this time?"

"Right now, all I know is their name and that they're up to no good." Hurricane said. "They call themselves 'the Cult of Nightmare', and yes, I agree; That does sound needlessly dramatic."

"And what do you expect me to do?" she asked. "Wander around this town I barely even know asking if anyone's part of 'the Cult of Nightmare'?"

"Just send a warning to one of the princesses." Hurricane said. "Or if all else fails, send it to Discord. But I wouldn't recommend that."

"I know." Twilight sighed. "I _have_ met him in person, you know. But we're getting off topic here. How do you know any of this?"

"I've got friends in low places..." she said cryptically. "Well... One friend. She wanted to do the practical work with me, but even with a mask like mine, it'd be pretty easy to guess who she was. So she works behind the scenes instead."

"I see..." Twilight hummed thoughtfully as she looked past her and at the house. "I think I'd best be going back to bed now. I'll send that warning tomorrow."

* * *

A/N: WHO IS THIS MYSTERIOUS MASKED HORSE

hint: it's derpy


	5. Chapter 4

When Twilight returned to Applejack's house, she found two ponies waiting at the door for her, and both had a knowing look on their faces that filled her with dread.

"Shining... Pinkie..." she sighed. "Maybe you two have a better idea than I do of what Discord would do if he heard about this, but I'm not going to let you tell him. I may not be able to stop you, but I'm sure Celestia can."

The two students of chaos glanced at one another before Shining whispered in Pinkie Pie's ear.

"Okay." She shrugged. "We won't tell him."

"Really?" Twilight tilted her head. "I really didn't see that coming. I guess that's what being chaotic is all about." She walked between the two of them and back into the house, her brother shortly following.

"'Hurricane'..." Pinkie whispered as she stared into the distance. After two seconds of looking contemplative, she returned to her normal energetic demeanor. "I have to find out more about her! She is just so _cool_!"

* * *

Although Gilda heard Rainbow Dash entering the room, she didn't bother to look up from the magazine she was reading and only gave a grunt of acknowledgement as greeting.

"So..." she said. "You get the message across to her?"

"Sure did." Dash nodded upon removing her mask. "Now all we can do is wait..." She sighed loudly as soon as her words had sunk in. "Oh boy, waiting..."

"Hey, at least you get to do more than me..." Gilda rolled her eyes. "Of course, like you said, it'd be pretty easy to make a connection between the mysterious masked griffon and the only other griffon in town. But hey, it beats..." She paused. "You're right. Waiting sucks."

* * *

"Spike... Spike!"

Spike answered with a groan.

"Get up, Spike." Twilight said sternly. "I have an important message for you to deliver to the Princesses."

"Don't talk so loud..." he mumbled. "You'll wake..." His eyes opened slowly, allowing him to clearly see that both beds in the room were empty. "...Applejack? When did she get up?"

"From what I understand, somewhere between four and five in the morning." she said. "Roughly an hour before I got up."

"And what time is it now?" He asked, finally managing to lift his head from the oh-so-comfortable floor.

"Half past seven. But we're getting sidetracked here." She reached into one of her saddlebags and produced a quill and a piece of paper. "As I said, this is an important letter."

He accepted the tools and nodded. "I'm listening."

* * *

Dear Princess Celestia, (or, should you find this letter before her, Princess Luna)

An anonymous informant has informed me... Wait, that won't do... An anonymous informant has explained to me that... Spike, hold on a minute. I said hold on a minute! Let me see that... You're seriously writing everything I...? ...You know what, forget it. Let's just keep going.

An anonymous informant has revealed to me that a group known as 'the Cult of Nightmare' is planning something sinister. Unfortunately, this is all the aforementioned informant knows about them, though I have a suspicion that they'll strike at this year's Summer Sun Celebration.

Wait a minute... That's today!

Hoping to see a response as soon as possible, Twilight Sparkle.

Okay, you can stop writing now. Just roll up that scroll and write "URGENT" in big letters on it. Spike, you can stop now... Don't make meclxvnokzsh

URGENT

* * *

A/N: To any of you who actually thought the mysterious masked horse was Derpy... See me after class.


	6. Chapter 5

"Sister!" Luna called. "I believe you should see this. And, if you can, keep _him_ from seeing it."

"You know, he's been on the side of good for a thousand years now." Celestia rolled her eyes as she entered the room. "And we both have Mother's word that he'll stay that way."

"Mother's word is based on an unknown and most likely unreliable source, to whom she only refers to as 'Steed McPainting'." she retorted. "And besides, we don't have time to argue. This letter's urgent." She moved the note towards her sister, who accepted it and read, chuckling slightly as she did so.

"Oh, that Spike... Always so literal about everything." She gave an amused smile before replacing it with a very serious expression. "We both know what this means. It means they're back."

"One of many reasons not to trust _him_." Luna frowned. "You remember very well what they tried to do to me under _his_ command. If you hadn't..." She cleared her throat and blushed slightly. "..._persuaded_ _him_ to join our side and call them off, they probably would have succeeded. And then I'd be..." She shuddered.

"They _didn__'__t_, and you're _not_." Celestia assured her. "We don't have time to dwell on what could have been when it could actually _be_ if we don't do something. I'll be going to Appleville." She walked towards the balcony. "For your own safety, I suggest you stay here."

Luna prepared to object, but she went silent as soon as she realized that her sister had already flown away.

* * *

"Welp..." Applejack looked up at the fully decorated town hall and smiled with a mixture of pride and satisfaction. "Everything seems to be going just peachy. Nothing could _possibly_ go... Ah probably shouldn't say that out loud..."

_Nothing_ _could_ possibly _go_ _wrong__!_ she thought.

"Hey, sorry I'm late." Rainbow Dash casually flew in through an open window. "Did I miss anything."

"Ya missed pretty much everything..." Applejack frowned. "There're some visitors from Canterlot outside ya might wanna meet though..."

As if on cue, one of the visitors chose that particular moment to barge into the room.

"Is something actually _happening_ in here?" Fluttershy complained. "Because the ponies out there are just about ready to celebrate the summer sun or whatever, and if you're just sitting on your lazy..." She paused as she noticed a familiar face hovering just above her. "...Rainbow Dash?"

"Fluttershy?" Dash continued to gape in disbelief. "_You__'__re_ Luna's number one student?"

"What, you thought it was another Fluttershy?" She rolled her eyes.

"Well... Yeah!" She answered bluntly. "I thought you were _dead_! I saw you fall, and we looked all over for you but we couldn't find you anywhere!" She was beginning to feel an unfamiliar sensation in her eyes, but chose to ignore it. "And you're telling me you were gone because Luna kidnapped you?"

"That's a funny way of saying 'Rescued'." Fluttershy said. "Let me get it through your head: If she didn't, I _would_ have died. But she did, and I didn't. Do you understand now, or do I have to put on a puppet show for you?"

Rainbow Dash began to wish that she had read more, so that she could better identify the emotion she was currently experiencing.

"Fluttershy..." She gasped. "You've _changed_."

* * *

A/N: WHO IS THE MYSTERIOUS STEED MCPAINTING

hint: it's also derpy


	7. Chapter 6

For the rest of the day, Rainbow Dash and Fluttershy tried to stay as far apart from one another as possible, though very few understood why. However, this was quickly forgotten when Princess Celestia arrived.

"Citizens of Appleville..." she greeted. "It pains me to inform you that I can't be here long. There is something I must investigate here in this town."

"Is there anything ah can do, your highness?" Applejack offered. "With all due respect, ah think ah should know what's going on at the very least."

The princess took a moment to consider this. "You're right. After I'm finished here, you can come with me. And while I'm at it... I'd also like to see Twilight Sparkle, Shining Armor, and Fluttershy."

"Oh, boy!" Pinkie cheered. "I bet it's something to do with..."

Twilight quickly placed a hoof over her mouth. "Please. We don't want to cause needless panic here."

"Panic?" a pony in the crowd repeated. "There's a cause for _panic?_"

Much screaming and chaos ensued.

Fluttershy rolled her eyes. "Twilight, why do you even bother to get out of bed in the morning?"

Twilight answered with a glare.

* * *

"So as I was saying..." Celestia continued as she lead them out of the building. "So long as the Cult of Nightmare are out there somewhere, my sister isn't safe. But as long as we have a good idea of where they can be found... Now that I think about it, the first step would probably be to find Twilight's anonymous informant..."

* * *

"So..." Pinkie leaned towards Rainbow Dash and wiggled her eyebrows suggestively. "Does becoming a princess sound interesting to you?"

"I don't know..." Dash looked towards the ceiling. "Is there a cooler word for 'princess' I can use instead?" She returned her gaze to Pinkie Pie, at which point she noticed Gilda glaring at her from across the room. "Actually... I think I'll have to get back to you some other time... See ya!" She flew away before a response could be given.

* * *

"Actually, that would probably take too long..." Celestia decided. "We should probably just check on everyone who isn't attending the celebration. There can't be that many..."

"What was that, Sandwich?" Shining looked at his inanimate companion. "Yes, that house does look occupied and suspicious. Good thinking!" He ran towards the house in question and banged his head against the door. "Open up, it's the Yogurt Patrol!" He paused. "...That usually works in Canterlot."

"That's because they know it's you in Canterlot." Twilight frowned. "Here, it could be any lunatic for all they know. I suggest we let Princess Celestia try."

"Thank you, Twilight." The princess smiled. "It's been a while since I've gotten to use the Royal Canterlot Voice." She took a deep breath. "OPEN THIS DOOR, OR THERE SHALL BE CONSEQUENCES!"

For what felt like hours, silence returned to Appleville. Eventually, the silence was broken by the creaking of the house's front door. Satisfied, Celestia walked inside, only for the door to slam shut behind her.

* * *

Inside the house was little but pitch blackness. Even with the power of the sun, Celestia could only barely make out what was in front of her.

After much searching, however, a sky blue unicorn with a malicious grin was clearly visible to her.

"Welcome to the Cult of Nightmare, Princess." she said. "We've been expecting you."

* * *

A/N: What do you mean, todaybor day is labor day? Tell that to the "great ideas" section of my brain!


	8. Chapter 7

A/N: Some of you may see this as somewhat drastic, while most will probably see it as something I should have done like a million years ago: I'm putting all but three of my stories on hold. This is one of them.

* * *

Although most ponies would have been shocked to find any life at all in a house like this one, Princess Celestia showed no emotion save for mild irritation.

"Who are you?" she demanded.

The unicorn simply laughed. "I was kind of hoping to meet your sister here. The name 'Trixie Lulamoon' would have meant so much more to her than it does to you."

"And why might that be?" Celestia tilted her head.

"Because I was supposed to be one of her students." she answered. "I was tasked with sealing a ferocious dragon inside an egg, and I was very close to succeeding when my concentration was broken by what I later found out to be known as a 'Sonic Rainboom'. I went to try again the next day, only to find out that my place was taken by the weakest pony I'd ever seen... And she wasn't even a unicorn!"

"Well, she's waiting outside as we speak," the princess said, "and I'm sure she'd be happy to listen to your complaints."

"That's not what I'm here for." Trixie said. "Now hold still, your highness..." The area around her horn began to darken. "...This won't hurt... Much."

* * *

Twilight was beginning to grow uncomfortable. She hadn't heard anything in minutes save for her own breathing, and neither Fluttershy nor Shining Armor seemed to share her nervousness.

Eventually, a loud 'boom' was heard from inside the house, and Twilight was actually somewhat relieved, especially when she realized that the blinding light coming from the windows probably meant that things were working in Celestia's favor.

Unfortunately, the supposedly good news ended there.

Before anypony could process what was going on, the house collapsed, and standing over the rubble was a winged unicorn, like the princesses, but with an overall more dangerous appearance. Instead of a mane and tail, she appeared to have fire coming out of her blood-red body. Around her head, neck and hooves was armor with a shade of orange that matched the fire, but to twilight, the most shocking detail was a picture of the sun on her flank, confirming that what stood before them was, or used to be, Princess Celestia.

"Hello Twilight, my faithful student..." She displayed an unnatural looking smile. "How would you like to help me start a neverending inferno across Equestria?"

Before Twilight could give the obvious answer of 'no', Discord appeared from out of nowhere, looking uncharacteristically worried.

"You can't stay here a moment longer."

And with that, Twilight, Shining and Fluttershy found themselves in Canterlot.

* * *

A/N: Normally when people say "this won't hurt... much" they're _still_ lying, because it hurts more than a little, which can't really be considered 'not much'. However, Trixie's actually being honest here.


	9. Chapter 8

A/N: I totally forgot that Applejack was with the others last chapter. Discord whisked her away to Canterlot too.

* * *

"She's _what_?"

Princess Luna was not taking the news about her sister very well.

"I'm just as upset as you are." Discord assured her. "Which is why we need to find 'them' as soon as possible."

"Oh, I'll find them all right..." she growled. "And when I do, I'll tear..."

"No, not 'them' them..." he interrupted. "What I meant was the rest of the Elements."

"The Elements?" Fluttershy repeated. "Oh sure, let's solve all our problems by inventing new forms of magic that nobody's ever heard of before."

"Actually, you'd actually know about this if you knew the first thing about Equestrian history." Twilight said patronizingly. "The Elements of Harmony are a group of incredibly powerful ponies who are the children of the six founders of Equestria, with one oddity. The first and most important is Princess Luna, the Element of Magic and one of the daughters of Commander Hurricane and Clover the Clever. Her sister was the Element of Loyalty, and hopefully she'll be able to reclaim that title when all this is over. Private Pansy's daughter, Princess Terra, is the Element of Kindness, Princess Platinum's daughter Aurora is the Element of Generosity..."

"Isn't that basically kindness?" Shining Armor wondered.

Twilight ignored him. "The Element of Honesty is Prince Blood Diamond, the son of Smart Cookie, and the oddity I mentioned earlier would be Prince Discord, the Element of Laughter, who was found and adopted by Chancellor Puddinghead. At one point, he nearly betrayed and killed the others, but thanks to Princess Celestia's persuasion, he returned to harmony's side. In addition to this, there are two others that some ponies consider to share the Element of Love. One of these is Equestria's Que..."

"We get it already!" Fluttershy all but screamed. "So all we need to do is find the other elements, right? Where do we start?"

"I only know the whereabouts of two of them." Luna confessed. "Princess Terra can be found in a castle near the Everfree Forest, where we used to live. Princess Aurora rules over the Crystal Empire, but ever since she banished the tyrannical King Sombra, she's been very overprotective, making sure nobody gets in or out. I'm hoping she'll make an exception for me, so I'll visit her while you and Discord look for Princess Terra. Understood?"

The other ponies nodded.

"I'm all over that plan like cinnamon on mayonnaise!" Discord rubbed his 'hands' together in excitement. "But first, I should probably let Pinkie know how everything's going." He snapped his talons and disappeared in a flash of light.

* * *

Pinkie Pie squinted as she peered out of the window. "I may not be an expert on what goes on in Appleville, but I have a feeling that that's _not _supposed to happen."

Rainbow Dash looked at the same spot from behind her to find that many of Appleville's buildings were on fire. "Yeah, that looks pretty bad... I'll just... Uh... Run into the washroom and cower..."

Less than a minute later, Hurricane left Rainbow Dash to cower in the washroom in peace.

"Looks like it's unseasonably warm with a chance of _hurric_... Wait, what?!"

"You like them?" Pinkie looked up at her horn and flapped her wings proudly. "You'd have them too if you were a princess."

Hurricane took a moment to return her jaw to its former position. "Is this a continuation of an earlier conversation? Because I'm pretty sure I wasn't a part of it."

Gilda was not amused.

* * *

A/N: I was a bit unsure about having Twilight infodump like that, but then I realized that it was perfectly in character for her.


	10. Chapter 9

"So..." Hurricane nervously tugged at her collar. "You have... Princess parts? Like, whenever you want?"

"Yup!" Pinkie beamed. "I usually keep them hidden because I like to challenge myself."

"I can understand that." She nodded. "Say... No offense, but... Do you think he's responsible for this?" She pointed to Discord.

"It isn't me." He dismissed. "And for that, you should consider yourself lucky. Or not. There's still bad news."

As if on cue, the bad news suddenly made itself apparent.

"Pinkamena... My beloved descendant..." she greeted. "What a pleasant surprise..."

Pinkie gasped. "...Grandma Celestia?"

"You could call me that..." she said. "But in this state, I'd prefer that you call me... Solar Flare."

"In that state, I'd call you anything but 'Celestia'." Discord retorted. "Anyway, I think both you and Pinkie should know that Luna and some others are gathering the Elements."

Solar Flare's eyes narrowed. "You're kidding. You're kidding, right? You don't actually think that'll work with just five, do you? That's why you tried to kill the others."

"We'll see..." Discord snapped his talons and disappeared, taking Pinkie with him. Moments later, she returned, looking slightly annoyed.

"Right then!" Her frown was quickly turned upside down. "Where were we?"

* * *

Although Fluttershy seemed apathetic, she was actually the first to acknowledge that Discord had returned.

"You certainly took your sweet time..."

"Well..." He laughed sheepishly. "You know how it is... When your wife is suddenly turned into an omnicidal fire monster..."

"Not really..." Shining Armor looked confused, but only briefly. "But I'm sure I'll know what it's like someday!"

Twilight tried her best to ignore him. "Anyway, we're about ten minutes away from the Everfree Forest. It'll be longer if..." She interrupted herself with a small gasp as she noticed that they were already at their destination.

"You're welcome." Discord smiled teasingly before opening the castle's front gate and knocking on the empty space in front of him. "Terra... It's me! Your old pal Discord!"

A response came in the form of a surprisingly gentle voice that sounded as though it hadn't been used in years.

"Go away! Nopony's here, and nopony's welcome!"

"I'm already beginning to wish I could have studied under her instead..." Fluttershy admitted. "That said, I'm going in."

"That's the spirit!" Discord followed her inside, and was in turn followed by Shining Armor, leaving Twilight and Applejack outside.

"So..." Applejack said. "Ya goin' in?"

"I think I'll wait and see what happens to the others." Twilight decided. "This Princess Terra doesn't sound like someone to be trifled with."

"Ah guess." She nodded. "Then again, she is the Element of Kindness..."

"She doesn't sound like it." Twilight retorted. "But what do I know? Maybe all the confusion going on at the moment will force the Elements to be handed down to another group of ponies, and her successor will be much nicer. Who knows?"

* * *

A/N: CONGRATULATIONS APPLEJACK ON ESTABLISHING YOU STILL EXIST AT THE LAST MINUTE


	11. Chapter 10

A/N: GREAT NEWS GUYS THE LATEST EPISODE WAS A MILLION TIMES BETTER THAN THE LAST TWO SO I DIDN'T RAGEQUIT THE SERIES.

* * *

If there was one thing Princess Terra didn't like, it was situations where she had no choice but to use force.

Because she knew Discord, she was faced with this kind of situation distressingly often.

"Terra!" he repeated, each time in an increasingly exaggerated singsong voice. "I'm totally inside your castle, and I'm going to find all your secret treasure, and then I'm going to be _rich_... er!"

"How does _anypony_ tolerate you?" Fluttershy wondered.

"Well first," Shining Armor said, "you put about six or seven eggs in a bowl. Then, you get a wooden spoon, and you mix them together with a small pipe, kick it for about three to five hours, and what was the question again?"

"I am going to give two of you a chance to leave this castle unharmed! The other one knows who he is."

Shining was about to ask what the unknown voice had against him, but he quickly lost his train of thought upon realizing that Discord and Fluttershy were staring at somepony standing at the top of a stairway in front of them.

The 'somepony' in question was surprisingly simple in appearance for a princess. Besides the tree she had for a Cutie Mark, her green coat, and her golden mane, very little could be said about her appearance.

"It's so nice to see you again, Terra!" Discord said with ambiguous sincerity. "How are you doing? Still afraid of your own shadow?"

"If an omnipotent _thing_ once tried to kill you," she retorted, "and is probably still trying for all you know, then you'd also be afraid of whatever it could use to reach that goal." She quickly glanced back at her shadow, which immediately stopped advancing towards her and returned to its original position, looking rather ashamed. With reluctance, she returned her attention to Discord with a glare.

"If I really wanted to kill you," he said, "it wouldn't have mattered whether or not you caught it. It would have killed you anyway."

Terra grumbled under her breath. "Well then, why _are_ you here? Assuming there is a reason."

"Well..." He looked sheepishly towards the distant ceiling. "Remember that cult I used to be in charge of, and what it _almost_ did to Luna?"

She nodded sternly.

"Well, it turns out that it _kind of_ kept going after I abandoned it, and it _kind of _got Celestia." He chuckled. "You know, it's funny, in its own twisted little way. I never actually realized that this is really all my fault until I described it to you."

Terra glared unsympathetically.

"But that's beside the point!" he said. "The point is, we're trying to gather the remaining Elements of Harmony. Speaking of which... You wouldn't happen to know where Blood Diamond is, would you?"

"I don't." she answered. "Even if I did, I wouldn't tell you. You and I have no reason to cooperate."

"With all due respect, Princess, that attitude is likely to get you killed in a situation like this one."

The four of them looked towards the entrance, where Twilight was walking inside, followed by Applejack.

"I'm not sure what's currently holding Princess Celestia back," Twilight continued, "but she could overcome it at any moment. Unless, for some reason, you _want_ Equestria to be completely incinerated, I suggest you put aside your differences for the time being and help us find the rest of the elements."

Terra's eyes widened. "Who gave you the idea that you could speak to a _princess_ like that?"

Discord smirked. "Take a wild guess."

* * *

A/N: It was Steed McPainting.


	12. Chapter 11

As Pinkie Pie watched Hurricane use her mastery over the weather to keep Solar Flare's rampage under control, she came to a sudden realization.

They made an _awesome_ team.

Unfortunately, this left her to wonder which of them would be the sidekick if they teamed up on a regular basis, which distracted her from the battle. Pinkie Pie was easily distracted, but here it was especially inconvenient.

"Am I boring you, Pinkamena?" Solar Flare taunted. "I can always raise the stakes if you want."

Before Pinkie had a chance to reply, she found Hurricane's back hooves colliding with the face of what used to be her ancestor.

"I think the real question is," Rainbow Dash said, "are _you_ getting bored? Because we wouldn't want that, would we?"

"Would you?" The former princess tilted her head. "It's true that if I were to tire of this, I'd start putting much more effort into it. But both of you like to be challenged, don't you? Why should things be any different now?"

"Would you just get on with it already?"

Hurricane's heart sank the moment she recognized their source.

"For the past half hour or so, this has been all talk and no action!" Gilda continued. "Are any of you actually going to do anything, or should I finish this here and now?"

"Gilda!" Rainbow hissed. "This is the _last_ thing we need right now!"

"Well then what is it we need?" she retorted. "You can only stall her so long before A, Equestria dies of boredom, or B, Equestria dies of _her_ boredom!"

"And now we have even less time!" Pinkie snapped, surprising not only those around her, but also herself. "Thanks a lot, whoever you are! I'm guessing from the way you've been looking at me and Rainbow Dash that you're her girlfriend!"

Hurricane's jaw dropped open, allowing a single syllable to emerge. "_What_?"

"Or maybe you just want to be," she said, "but can't work up the courage to confess so instead you take it all out on everypony else instead!"

"Usually, 'everypony else' doesn't offer to make her a freakin' princess." Gilda said.

"Ooh, you're sharp!" Pinkie looked up at her horn. "You remind me of Fluttershy! She's pretty grumpy too, but I always think, 'you know, she could be worse. At least she doesn't go around kicking other ponies in..."

Without warning, the surrounding houses were reduced to ashes in a heartbeat.

"You're very good at derailing the subject, Pinkamena." Solar Flare said. "I never thought it would be this useful. But it seems it wasn't as useful as you'd hoped."

"Well..." Pinkie grinned sheepishly. "...Darn... Not much else to say, really."

"My point exactly." She sneered.

* * *

A/N: 11 chapters later, this story finally earns its freakin' T rating! Or at least, its 'not for the show's target audience' rating. But let's face it, it already got that as soon as characters started using words like "dead" and "kill".


	13. Chapter 12

"Princess Aurora! _Princess __Aurora_!"

While Luna understood that Discord's temporary betrayal had shaken all the other Elements of Harmony, she found this to be truly ridiculous.

"This is an emergency! Why would I lie to you?"

On the other side of the barrier, a guard nervously approached her, carrying a scroll in his mouth. Upon stopping, he unfurled the scroll, revealing the words, 'you might be a changeling'.

"If I were a changeling," she snapped, "I'd be the _least_ of Equestria's problems right now! Appleville is being incinerated as we... as I speak!"

The guard tilted his head, in the process displaying that he had no idea what an 'Appleville' was.

"Ignorant foa..." Luna bit her lip. "...Look, there's no time for this! Just let me in, or _at_ _the_ _very_ _least_ let me speak with Princess Aurora face to face!"

A look on the guard's face confirmed that he was now fully convinced that she was a changeling. Still refusing to utter a word, he turned around and rushed for the castle.

"Well," she muttered, "this has been a colossal waste of time."

"Worry not, my sister." Solar Flare said. "I can guarantee that these next few minutes will more than make up for it."

* * *

"She's..." Pinkie blinked repeatedly, as though expecting to wake from a dream. "She left? Why did she leave? What's she up to?"

"We weren't distracting her..." Hurricane realized. "She was humoring us."

"What a surprise..." Gilda rolled her eyes. "The moment I intervene, things actually get done and Appleville is safe again. Can I have a medal now?"

"You're just not getting this, are you?" Rainbow said. "Just because it isn't her first target, that doesn't mean she isn't going to bother with it. She'll be back."

Pinkie placed a hoof to her chin. "But what's she doing that has to be done before she destroys Appleville?"

* * *

When dreaming, one can never recall how the scenario depicted in the dream began. Nor can they recall the moments prior to falling asleep.

Princess Luna was fairly certain that this was what she was experiencing.

"What's going on? I can't see a thing..."

"Welcome to the Nightmare... My other half."

"That voice..." she gasped. "I thought I was rid of you!"

"Far from it..." Nightmare Moon became visible. "Being trapped in your subconscious for a thousand years was not pleasant, but during that time, I've accomplished so much!"

Luna hesitated to ask, but the words left her mouth seemingly without permission. "Such as?"

"For starters, I was the one who sent the Apple family to Manehattan, preventing Ponyville from being founded for another sixty years! This, of course, prevented Rarity Fantastic and her family from moving there."

Absolutely none of this meant anything to Luna.

"Also, regarding your favorite student... Did you know that if you hadn't saved her, she would still have survived?"

Luna still didn't respond.

"I 'saved' her so I could corrupt her," she continued, "so she'd be incompatible with her element."

"Element?" Luna repeated.

"I honestly expected you to catch on sooner." Nightmare laughed. "I've forseen the next generation of the Elements of Harmony. And through 'your' seemingly insignificant decisions, I've managed to sabotage them so that we'll be unstoppable!"

"What do you mean, 'we'?" She demanded. "And why aren't the current Elements of Harmony able to solve this?"

"I have one answer to both of those questions." Nightmare said. "I'm taking over."

"Wha-"

And then Nightmare Moon woke up.

* * *

As Discord watched the sky blacken, making the flaming horizon more noticeable in the process, he realized that he was probably the only one able to see the silver lining in this whole ordeal.

"Well..." He grinned nervously. "At least I can safely say that, if things get any worse from here, it won't be my fault any more."

Terra continued to glare at him.

* * *

A/N: Last chapter: OH MAN SAYING 'DEAD' AND 'KILLED' MAKES THIS DARKER THAN THE SHOW.

Last episode of the show: APPLEJACK MURDERS THREE TIMBERWOLVES ONSCREEN.


	14. Chapter 13

Rarity Fantastic was not having a good day... Or night, as the case now seemed to be.

It was bad enough that the whole city was fire, but the fact that her parents were away, forcing her to look after her sister Sweetie Belle all by herself, only made it worse.

"I swear, they'll be here!" the younger sister insisted. "They have to know what's going on, and they can't just leave us like this!"

Rarity wanted to agree with her. She really did. But at the same time, she was struggling to see what she said as anything more than childish optimism.

However, help wasn't far away, be it her parents or somepony else. Living just a couple of blocks away from them was the Apple family, whom the Fantastics had come to know as some of the most dependable ponies in Manehattan. If Rarity could just find them, she knew everything would be okay.

Unfortunately, the Apple family had problems of their own.

To be more specific, Big Macintosh, who was generally recognized as 'the man of the house', was struggling to free both his grandmother and his younger sister from their now-collapsed home.

_If there's one thing ah could use right now,_ he thought, _it's a unicorn._

"Mister Macintosh! There you are!"

"Ah've never been so happy to hear that voice..." he muttered, turning to face Rarity. "D'ya think you could help me out here?"

Rarity was surprised it took her so long to notice the predicament he was in. "Why, certainly." Her horn and the rubble glowed a similar hue, causing it to rise slightly. "Though I must admit, I'm surprised. Surely you're strong enough to lift this on your own?"

"With the right motivation, ah could probably lift a house..." he mused. "But this is different. Ah need to be precise with this, and mah hooves are too big for that." He moved under the gap Rarity had made and stood up straight, lifting a great deal of debris and revealing his unconscious relatives.

"Apple Bloom!" Sweetie Belle rushed over to her fallen friend before turning to face Big Macintosh, who was in the process of laying Granny Smith on his back. "Are they gonna be okay?"

"Well, not if we leave them here." Rarity said as she did the same to Apple Bloom. "Now the question is, where would be a safe place to take them?"

"What's wrong? Isn't it safe enough here?"

"Are you blind or something?" Big Macintosh turned towards the source of the voice, his confidence decreasing only slightly when he found himself face to face with the two corrupted princesses.

"We weren't talking to you." Nightmare Moon said, looking intently at Rarity. "As a matter of fact, I'll give you and your family a chance to run for your lives. But just one." The area around her horn darkened, and both Applebloom and Granny Smith soon awoke with a start and landed on their hooves. "I'd be fleeing now if I were you."

Macintosh looked at Rarity, who was silently encouraging him to do as she said and keep his family safe. Many long seconds later, he made his decision.

"Well, you heard her." he said. "Apple Bloom, Granny Smith... Run."

"But what about you?" Apple Bloom protested. "You won't be safe here!"

"Neither will Rarity." he retorted. "But if I stick with her, she'll be just a little safer. And in a situation like this one, that'll have to do."

"Oh... I think we can do a little better!"

Solar Flare gritted her teeth and rolled her eyes as she recognized the voice of her descendant.

"Surprise!" Pinkie giggled. "We found you by following the trail of flames and destruction!"

"'We'?" Gilda repeated. "Hurricane and I did all the work. All you did was jump into burning trees, mysteriously extinguish them, and then pop out of another tree several yards away."

Rainbow Dash tried not to giggle, while Pinkie made no such effort.

* * *

A/N: I started on this not too long after watching _Keep Calm and Flutter On_. SPOiLER: I handled it better.


	15. Chapter 14

In the Crystal Empire, one of the most commonly accepted truths was that Princess Aurora never, _ever_, left her castle. If she ever did, then that would mean chaos wasn't too far behind.

As it happened, Chaos _wasn't_ too far behind. As a matter of fact, he had somehow made it inside the barrier, along with some other ponies who were no doubt followers of his.

"Oh, _calm the heck down_." Discord rolled his eyes. "If I wanted to destroy you all or whatever it is you're panicking about, I would have done it by now. And besides, Princess Terra's with me. Can you really imagine her destroying anything?"

"At the moment, it's not too hard to picture her destroying you..." Fluttershy remarked. "I like to think that if I picture it hard enough, it might actually happen."

"Who dares to call Princess Aurora from the comfort of her castle?"

Discord smiled and waved at the infuriated sovereign while the others were driven into a trance by the many colored lights her body emitted.

"You're very foolish to come here, Discord." she said. "If I didn't know you as well as I did, I'd attribute your presence to bravery rather than stupidity."

"I'm afraid it's neither, your highness." Twilight said, trying to look as respectful and dignified as possible with one foreleg covering her eyes. "Princess Celestia and her sister have been corrupted by the Cult of Nightmare, and we need to gather the remaining Elements of Harmony if we're to have any hope of saving them."

Aurora frowned. "Another one of your brainwashing victims, I presume?"

"Not at all!" Applejack insisted. "Ah swear on mah parents' life we're telling the truth."

The princess looked at her and hummed thoughtfully. "You, follow me. The rest of you will stay where you are."

"_Might_ stay where I am." Discord corrected.

* * *

"Ever since Discord betrayed us," Aurora continued as she led Applejack deep into the castle, "nopony's been able to find the Element of Honesty, Prince Blood Diamond. However, for one thousand years, I've known exactly where he is."

"And where's that, yer highness?" Applejack asked.

"Right here in this castle." he said.

Applejack tried desperately not to scream and/or jump out of her skin, and somehow managed to succeed. Blood Diamond was somehow more intimidating than Discord, despite it being considerably more obvious that he wasn't evil.

"It's an honor to meet you, Jacqueline Apple." he continued. "I don't think I could have chosen a better successor."

"...Successor?" she repeated.

"You didn't know?" he said. "The Elements of Harmony are due to be replaced tonight. And you, Jacqueline, will be the new Element of Honesty."

* * *

A/N: Somebody please slap me for trying to pass this off as a twist.


	16. Chapter 15

"There's still one thing ah don't get..." Applejack said. "How come you're the only one who knows about all this? This would've been so much easier if Princess Luna told me about this."

"Not necessarily." Blood Diamond said. "Awakening an Element isn't as simple as them just finding out about it. As for how I know about this... When you're the Element of Honesty, the truth just... comes to you, after a while. Usually, I learn things I was better off not knowing, but there are exceptions... every few years."

Applejack refrained from commenting.

"I don't want to put you off," he said, "I'm just being honest. But then again, I'm glad I'll be rid of this soon. If it's any consolation, it shouldn't affect you the way it's affected me until you've had it for a century or two."

Again, silence.

"Thank you for verifying this, Blood Diamond." Aurora said. "Of course, the fact that Discord and his cronies are actually _right_ about all this is... well... very little good news has come out of it."

"Very little." He agreed. "But considering what's happened to Celestia and Luna, it's the best we can ask for. Let's go outside. The others have been very patient, but we've kept them waiting long enou..."

"Hey guys!"

Blood Diamond sighed loudly. "Hello, Discord."

* * *

"I see..." Twilight hummed thoughtfully. "Do you know who any of the other Elements might be?"

"I only have small clues." Blood Diamond confessed. "I know that the next Element of Laughter will be closely connected to the first, and the Element of Generosity has, until recently, has been even more locked out of the loop than the others."

"The Element of Kindness," Fluttershy added, "probably sits in a tree, weighs ten ounces, and is very dangerous."

"You mean..." Shining armour gasped. "But we don't even have those in Equestria!"

"Let's not make this search any more difficult than it already is." Twilight said. "There's not much we can do at the moment, but we're not completely out of options. I wonder what Pinkie Pie's up to..."

"Let's find out..." Discord snapped his talons, and, upon realizing where he'd taken them, wished he hadn't for once in his life.

"I should've checked on Spike..." he muttered.

* * *

Meanwhile, Spike was bored out of his skull.

"I wonder what time it is..." He looked over to the clock tower, of which very little remained. "Oh, _thanks_, Luna."

* * *

"Hey grandpa!" Pinkie beamed. "We were just about to... Um... Where were we again?"

"We were just about to get something done for once." Gilda said. "Or at least, that's what I've been _hoping for_ for a while now."

"Oh, don't you talk about waiting!" Fluttershy snapped. "You have _no idea_ what we've been through. Here's a hint: it involves being with Discord and his number one student."

Solar Flare tried not to laugh, and failed. "It seems to me as though we're about to see the match of the century."

* * *

A/N: I was reluctant to have Blood Diamond as the last Element, but he was pretty much the only alicorn I could use. However, now that he's actually done stuff, I'm happy with how he's turned out.


End file.
